As always the story has been written with AI assistance tools 

Officer Joanna was in a bit of a predicament. She was currently suspended from the ceiling of an abandoned warehouse, her arms and legs wrapped in thick, sticky silk. Her mouth was gagged with a similar substance, preventing her from calling for help. She struggled against her bonds, but it was no use - she was trapped. Her clothes had been removed, leaving her completely exposed and vulnerable. She had been patrolling the streets of her city when she had received a call about a disturbance in this very warehouse. When she arrived, she had been ambushed by a strange, spider-like creature that had quickly subdued her and brought her to this place. The creature was now nowhere to be seen, but Joanna knew that it could return at any moment. She had to find a way out of this mess before it was too late.

As Joanna struggled against her bonds, she felt how tight and restrictive they were. The silk was incredibly strong and sticky, making it impossible for her to move more than a few inches in any direction. The feeling of being completely immobilized was both terrifying and strangely arousing. She couldn't help but notice how her nipples had hardened and how wet she was becoming between her legs. As she struggled, she felt the silk rubbing against her most sensitive areas, sending waves of pleasure through her body. Her arms were pinned tightly together behind her back, her wrists and forearms tied securely to her elbows. The thick, sticky strands of silk were wrapped tightly around her breasts, squeezing and pressing them together. Her legs were also tightly wrapped in silk, her ankles and knees tied together and her thighs pressed firmly together. The silk was incredibly tight and restrictive, but it was also incredibly tough and durable. She could feel the sticky substance clinging to her skin, making it impossible for her to move more than a few inches in any direction.

Joanna's breasts were tightly bound in the sticky silk, her nipples hard and sensitive. She could feel the silk strands wrapped around her nipples, keeping them erect and stimulated. Her clit was also tightly squeezed by the thin silk strands, providing constant stimulation that sent waves of pleasure through her body with each movement. Despite the danger of her situation, Joanna found herself becoming increasingly aroused by her own helplessness and the constant stimulation of her most sensitive areas. As she struggled against her bonds, the silk rubbed against her nipples and clit, causing her arousal to grow. Despite her fear and discomfort, she couldn't deny the intense pleasure she was feeling.

She was in her early forties, with long, black hair and piercing green eyes that were currently wide with fear and desire. Her full, round breasts were accentuated by the tight silk bindings, her hard nipples visible beneath the thin strands. She was fit and toned, her stomach flat and her legs long and lean. But despite her strength and training as a police officer, she was helpless in the face of her current predicament.

Suddenly, the spider creature returned, scuttling across the warehouse floor towards her. It was a truly horrifying sight - eight long, spindly legs, each ending in a sharp point, and a gleaming black exoskeleton that shimmered in the dim light of the warehouse. But its upper body was disturbingly human-like, with a beautiful, feminine form that contrasted with the monstrous lower half. Joanna watched in horror as the creature approached her, its eyes glittering with malevolence.

"Hello, my little prey," the spider creature hissed in a low, menacing voice. "You're looking delicious all tied up like that."

Joanna strained against her bonds, trying to twist away from the creature's touch. But it was no use - the spider creature's silk was too strong and too sticky. She could feel its legs brushing against her skin, sending shivers of fear and unwanted desire through her body.

The spider woman chuckled darkly, as if reading her thoughts. "Don't worry, my sweet. I'm not going to hurt you. I'm going to make you feel things you never thought possible. You're going to be my little plaything, and I'm going to enjoy every moment of it," she purred, her voice low and sultry.

Joanna's breath hitched as the spider woman reached out and gently stroked her cheek with her hand. The touch was light, almost tender, but it sent a shiver of fear and unwanted desire through her body. Joanna's body tensed involuntarily, her muscles tightening and her skin tingling at the spider woman's touch. She could feel her pulse racing, her heart pounding in her chest as she struggled to control her breathing. She couldn't believe that this was happening to her - that she was tied up and helpless, at the mercy of this strange, powerful creature.

The spider woman smirked at Joanna's reaction, clearly enjoying the effect she was having on her prey. She leaned in close, her hot breath tickling Joanna's ear as she whispered, "I can see that you're already enjoying this, my sweet. Your body is betraying you, responding to my touch even as your mind resists. But don't worry, I'm going to take good care of you. I'm going to make you feel things you've never felt before, show you pleasures you never knew existed."

Joanna's mind raced as she tried to come up with a way to escape, but she knew it was hopeless. She was completely at the mercy of this powerful, seductive creature, and there was nothing she could do to stop her. As the spider woman continued to stroke her cheek, Joanna felt her resolve weakening, her body betraying her as she began to respond to the creature's touch. She knew that she was in grave danger, but she couldn't help but feel a growing sense of excitement and anticipation as the spider woman leaned in closer, her lips brushing against Joanna's ear as she whispered, "Oh your crotch looks so lonely, let me fill it up."

The spider woman's words sent a shiver down Joanna's spine, and she couldn't help but feel a twinge of excitement at the thought of what was to come. The spider woman's hands moved down to Joanna's breasts, gently cupping them and squeezing them through the tight silk bindings. Joanna gasped at the sensation, her nipples hardening and aching with desire. The spider woman's hands were strong and skilled, and she knew exactly how to touch Joanna to make her body respond. As the spider woman continued to caress and fondle Joanna's breasts, she leaned in close and whispered in her ear, "You're so responsive, my sweet. I can feel your body aching for my touch, begging for more. Don't worry, I'll give you everything you need and more."

Joanna's heart raced as she felt the spider woman's hands move lower, sliding down her stomach and between her legs. She gasped as she felt the spider woman's fingers brush against her clit, sending a jolt of pleasure through her body.

"Enjoying my little gift?" The spider woman whispered, her voice low and seductive. "I made sure to wrap it nice and tight around your clit, so you'd have a constant reminder of who you belong to. Every of your pitiful attempt to struggle will only stimulate your clit even more, making you even more aroused and desperate for release. And the best part is, you can't even cum unless I let you. You're completely at my mercy, my little toy."

Joanna's cheeks flushed with embarrassment and arousal as the spider woman's words sank in. She could feel the tightness of the silk around her clit, pressing against her sensitive flesh and sending waves of pleasure through her body.

"And I hope you're enjoying your gag as well," the spider woman continued, her voice dripping with satisfaction. "I made sure to make it nice and thick, so you wouldn't be able to speak or scream for help. All you can do is moan and whimper as that is all you're deserving of, my little whore."

Joanna's eyes widened as she realized the full extent of her predicament. She was completely at the spider woman's mercy, unable to move or speak, and entirely dependent on her captor's whims.

The spider woman chuckled darkly as she watched Joanna's reaction, clearly enjoying the power she held over her captive. "Don't worry, my sweet," she whispered, her voice low and seductive. "I'll take good care of you. I'll make sure you're always aroused and desperate for release, but I'll never let you cum unless I want you to. You're mine now, my little toy, and I'm going to enjoy every moment of playing with you."

Joanna's body tensed as she felt the spider woman's hands were playing with her clit, sending waves of pleasure coursing through her. The sensation was overwhelming, and she could feel herself growing more and more desperate for release. But the spider woman was unrelenting, teasing and toying with her clit until Joanna was on the verge of begging for mercy. She could feel her body trembling with desire, her nipples hard and aching, and her clit throbbing with need. She knew that she was completely at the spider woman's mercy. It would be so easy for her to just push her over the edge, to send her plummeting into the abyss of ecstasy. But the spider woman seemed to be taking her time, drawing out the pleasure and prolonging Joanna's torture until she was ready to explode. But no matter how much she struggled or pleaded, she knew that the spider woman was in control.

Joanna whimpered around her gag, trying to plead for mercy, but the spider woman simply laughed and continued to play with her. "Oh, you want to cum, don't you?" the spider woman purred. "You're so desperate for it, I can see it in your eyes. Women of your age are all the same, they're just nothing but horny sluts, I wonder how long can you last."

Joanna could only moan in response, her body trembling with need. The spider woman was right - she was aching for release, her clit throbbing with desire. But she also knew that begging would only prolong her torment, that the spider woman would keep her on edge until she was completely helpless and at her mercy.

"Such a good whore, silently obeying like that. If you're this desperate for an orgasm, I'll gladly give it to you. You've earned it after all." the spider woman whispered as she slid a finger between Joanna's folds, feeling the wetness that had gathered there. Joanna's body shuddered at the touch, and she felt a wave of pleasure wash over her as the spider woman began to move her finger in and out of her pussy. The spider woman's finger moved in a slow, steady rhythm, hitting all the right spots inside of Joanna and making her body sing with pleasure.

Joanna could feel her orgasm building, a tidal wave of sensation that threatened to overwhelm her. The spider woman's words, the way her finger moved inside her, the feeling of helpless submission - it was all too much, and she could feel herself losing control. And then, without warning, the spider woman's finger was gone, and Joanna was left teetering on the edge, desperate for release but unable to find it. "So close, aren't you?" the spider woman crooned, her voice dripping with satisfaction. "You're right there, on the verge of an orgasm, but you just can't quite get there. Well, too bad. I'm not done with you yet."

Joanna's heart sank as she realized that the spider woman was lowering her head between her legs, her tongue flicking out to taste the wetness there. Joanna's clit was throbbing, aching for release, and the spider woman's tongue was like a jolt of electricity, sending sparks of pleasure through her body. She could feel the spider woman's tongue swirling around her clit, teasing and tormenting her with its skillful movements. She was so close, her orgasm building inside her like a tidal wave, but the spider woman's tongue was moving faster and harder now, pushing her even closer to the edge. She could feel her body tensing, her muscles clenching as she neared the point of no return. But just as she was about to tip over the edge, the spider woman pulled her tongue back, leaving Joanna writhing in frustration and unfulfilled desire. "Oh, you're so close, aren't you?" the spider woman whispered, her voice taunting and cruel. "You're right there, just a few strokes of my tongue away from the release you crave. But I'm not going to let you cum. Not yet, anyway. I want to savor this moment, to watch you squirm and struggle as I deny you the pleasure you so desperately need. I will enjoy your juices while you're in agony." And with that, the spider woman's tongue was back between Joanna's legs, licking and sucking at her clit with renewed fervor. Joanna could feel her orgasm building again, the pleasure mounting inside her until it was almost unbearable. But just as she was about to reach the peak, the spider woman pulled back once more, leaving Joanna trembling and desperate for release.

***

Joanna was left panting and gasping, her body aching with need. The spider woman's teasing had left her on the edge, desperate for release but unable to find it. She could feel her clit throbbing, begging for attention, but the spider woman had left her alone, bound and helpless in the warehouse. Joanna struggled against her bonds, trying to find some relief, but it was no use. The spider woman's silk was too strong, too sticky, and she was completely at her mercy. Joanna could feel her body trembling, her muscles aching from the strain of her struggles. She was exhausted, both physically and emotionally, and she knew that she was in for a long night. The spider woman had made it clear that she was not going to let her go anytime soon, and Joanna had no choice but to submit to her will.

The cocoon in what she was wrapped in was incredibly tight and restrictive, making it difficult for her to move. The silk was wrapped around her entire body, from her neck to her feet, and it was so tight that she could feel every inch of it pressing against her skin. The sensation was both uncomfortable and strangely arousing, and Joanna could feel her body responding to the tightness and pressure. The spider woman had left her alone for now, but Joanna knew that she would be back soon. The thought of being at the spider woman's mercy again filled her with a mixture of fear and excitement. As she lay there, bound and helpless in the cocoon, Joanna couldn't help but think about what was to come. What did the spider woman have in store for her? What new ways would she find to torment her and keep her on edge? Joanna shivered at the thought, but she knew that there was nothing she could do but wait and see. And as she lay there, bound and helpless, she couldn't deny the growing arousal that was building inside of her.

The warehouse was dark and silent, but the sound of footsteps echoed through the air, signaling the spider woman's return. Joanna's breath quickened as she heard the footsteps approach. She knew what was coming, and she both dreaded and eagerly anticipated it. But then she also heard moans coming from a distance, they were getting louder. She was too tightly wrapped in the cocoon but she saw another woman getting dragged across the room by the spider woman. The new girl had her hands tied up with the same silk that was wrapped on her, only there was a thick layer of it between her legs. Joanna noticed a couple of big bumps on top of the silky looking "panties", she realised they were two bulges, caused by two thick dildos, Joanna gulped when she saw them, they were big and looked quite uncomfortable. The spider woman lifted the girl and suspended her next to Joanna, then she grabbed her chin and lifted her head. "Let me present you, my new toy, you two will have plenty of time to bond." She chuckled and teased the girl's body, until she woke up. The girl's eyes were wide with horror as she struggled against her bonds, but the spider woman just laughed. "Welcome back to the living, my dear," the spider woman said, her voice low and dangerous. "I hope you're ready for a good time."

The girl screamed behind her gag, but it was no use - the warehouse was empty, and no one was coming to save her. The spider woman just laughed and reached out to touch her prisoner, her hands wandering over the girl's body as she trembled in fear and arousal.

The girl was in her late teens, with long, curly brown hair and soft blue eyes. Like Joanna her body was wrapped in the same sticky silk, and Joanna couldn't help but notice the way it clung to her curves, accentuating her slim waist and flaring hips. Her breasts were small and perky, her nipples hard and erect beneath the silky material.

"Are you enjoying those two toys up in your holes, slut?" she whispered to the girl, her voice dripping with malice. "I made sure to put a nice big one in both your asshole and cunt, just for you, my dear. I hope you like the feeling of being stuffed and stretched." Joanna watched in horror as the girl thrashed and writhed in her bonds, her body trying to expel the intruders, but it was no use - the spider woman had secured them firmly inside her. The girl could feel the thick, hard dildos filling her holes, stretching her tight and making her ache with a mixture of pain and pleasure. As Joanna watched, the spider woman reached between the girl's legs and began to press on the toys, pushing them deeper and making them rub against her inner walls. Joanna could see the girl's eyes glaze over with a mixture of pain and pleasure as the spider woman continued to torment her, pushing the toys deeper and rubbing them harder and harder. Joanna couldn't imagine how the girl was feeling, but she knew that she was in for a long and torturous night at the hands of the spider woman.

Then the arachne returned to Joanna. "Now, maybe you too would like something in your holes my pet?" The spider woman grinned at Joanna, her eyes glinting with anticipation. Joanna felt a shiver of fear run down her spine as she saw the predatory look on the spider woman's face. "Because you're a MILF you deserve much bigger toys that this cute little thing, maybe those will satisfy your hungry holes." the spider woman said as she moved towards Joanna, her hands moving to touch her body. Joanna struggled against her bonds, trying to pull away from the spider woman's touch, but it was no use. The arachne was too strong, and her webs held Joanna in place. The spider woman's hands moved over Joanna's body, touching her in all the places that made her squirm and gasp with unwanted pleasure. Then in one move she ripped the web between her legs to reveal Joanna's wetness.

"Perfect, everything is wet and ready for me" the spider woman said as she began to weave a thick dildo from her webbing, the white substance forming into a long, hard shape. Joanna couldn't believe what she was seeing - it was as if the spider woman was using some kind of magic to create the toy.

When the spider woman was done with the toy, it was a perfect replica of a huge cock, complete with realistic veins and ridges. Joanna gasped at the sight of it, her heart pounding in her chest. The spider woman was going to use this toy on her, she realized, and she knew that she was in for a rough ride. The spider woman held the huge web dildo in her hands, letting Joanna see just how big it was. It was at least 12 inches long and incredibly thick, the veiny texture looking almost like the real thing. Joanna swallowed hard, feeling a mixture of fear and excitement at the thought of what was to come.

Then the spider woman moved between Joanna's legs and began to push the toy inside her, taking her time to savor each moment. Joanna gasped at the sensation, her muscles clenching around the toy as it slid deeper and deeper inside her. She could feel every inch of the web dildo as it stretched her open, filling her up in a way she had never felt before. The spider woman watched Joanna's face as she worked the toy in and out of her, a wicked grin on her face. "You like that, don't you?" she purred. "You're such a slut, Joanna. Just look how much you're enjoying this."

Joanna tried to deny it, but deep down she knew it was true. The feeling of the web dildo moving inside her was incredible, the ridges and veins rubbing against her inner walls in just the right way. She could feel the pressure building inside her, her body responding to the pleasure in a way she couldn't control. The spider woman was right - she was a slut. And as she continued to use the web dildo on her, Joanna could feel herself getting closer and closer to the edge. Before long, she was moaning and writhing in her bonds, her body craving the release that the spider woman was denying her. And when the spider woman finally did allow her to cum, it was with the web dildo buried deep inside her, her body spasming with pleasure as she cried out in ecstasy. The dildo quickly absorbed all her juices, it expanded in size, causing Joanna to gasp in surprise and pleasure. She could feel it stretching her wider, filling her up in a way that nothing else had before.

"Yes, that's right, all your orgasms will come with a price," the spider woman purred, her voice dripping with satisfaction. "The more you cum, the bigger the dildo will grow, filling you up and stretching you to the max. Now it's time for its twin~"

The spider woman's voice trailed off suggestively, and Joanna could feel a new kind of tension building inside her. She watched as the spider woman started working on the second web dildo, her body still sensitive and aching from the first one. She knew exactly what the spider woman was going to do with the second one, and the thought of being filled in both holes at the same time was almost overwhelming.

But the spider woman was taking her time, teasing and tormenting Joanna as she watched the new dildo taking shape. Joanna could hear the girl next to her moaning and gasping as she struggled with the pleasure of her own toys, and the sounds only added to Joanna's own arousal.

Finally, the second dildo was finished, and the spider woman moved into position behind Joanna. She pressed the tip of the toy against her asshole, causing Joanna to gasp at the unfamiliar sensation. But then the spider woman began to push, slowly and steadily, until the dildo was buried deep inside Joanna's ass.

The sensation was incredible - the pressure and stretch of both toys at once was almost more than Joanna could bear. She could feel them rubbing against each other through the thin barrier of her body, the friction driving her crazy with pleasure.

"Now lets's make sure that they won't slip out, wouldn't want that would we?" she chuckled and started to cover Joanna's crotch back with the silky material again, trapping the huge toys inside her, making sure that their job was done. As the spider woman wrapped the silk around Joanna's body, she could feel the pressure of the dildos intensifying, pressing against her sensitive flesh and sending waves of pleasure through her body. The spider woman's hands were expert and precise, ensuring that every inch of the silk was secure and that the toys would not slip out. As she finished wrapping the silk around Joanna, the spider woman let her hands linger on Joanna's body, her fingers tracing over the curves of her breasts and the swell of her hips. Joanna could feel her body responding to the touch, desire pooling in the pit of her stomach as the spider woman's skilled hands worked her over.

As the spider woman finished covering Joanna's entire body, leaving only her head visible, Joanna looked down and saw that the silk was so tight that it almost looked painted on. Her huge boobs, rock hard nipples and shapely legs were all on display, despite being wrapped. And worst of all the spider woman made a little hole right above her clitoris. "There we go, that's better, all wrapped up like a nice little present."

The spider woman began rubbing her fingers over Joanna's silk-covered clit, the sensation amplified by the thinness of the material. Joanna gasped at the feeling, her hips bucking involuntarily. The spider woman laughed, clearly enjoying the effect she was having on Joanna. "You like that, don't you?" she asked, her voice low and husky. "You're such a little whore, Joanna. I can tell you're getting close, just from a little bit of teasing."

The more Joanna struggled in her cocoon, the more friction her body created with the silk-covered toys inside her holes. The sensation was both painful and pleasurable, and she found herself moaning and gasping with each involuntary movement. The spider woman had left her and the girl like this for what seemed like hours, and Joanna had lost track of time completely. All she could focus on was the feeling of the toys inside her, constantly stimulating her and keeping her on edge. She longed for release, but knew that it would only make the toys bigger and more painful. The spider woman knew what she was doing, and Joanna was powerless to resist.

"Stop struggling little one, otherwise you'll feel like you've lost your virginities all over again." the spider woman chuckled as she watched the other girl fight her binds.

"No matter how hard you struggle, you can't escape my grasp," the spider woman said smugly. "I've woven these web cocoons to bind you both securely and tightly. They're my own special blend, designed to be as light as air yet as strong as steel. And the more you struggle and move, the tighter they become. So go ahead and squirm all you want, but it won't do you any good."

The girl whimpered in response, tears streaming down her face. She had been kidnapped and cocooned by the spider woman, and now she was completely helpless, unable to do anything but writhe and struggle in her webbing. The spider woman had made sure to leave a thin web layer between her pussy and ass, keeping the toys securely in place.

"And to make your teasing even more enjoyable, I can do this little trick", the spider woman chuckled as she waved her hand. Suddenly, both Joanna's and the girl's eyes widened as they could feel the dildos inside of them starting to vibrate.

"Yes, with just a little bit of web-magic I can make these two toys vibrate," the spider woman said, her voice smug. "And I can control the intensity and frequency of the vibrations as well." The spider woman snapped her fingers, and the vibrations increased in intensity, causing both women to moan in pleasure.

"So go ahead, squirm and struggle all you want," the spider woman said. "But know that it will only make the vibrations stronger. And remember, the more you cum, the bigger the toy will get. So be careful how much you enjoy this, little sluts."

The spider woman's words only added to Joanna's arousal, and she found herself trying to hold back her moans and gasps of pleasure as the vibrations inside her continued to build. It was a struggle to resist the temptation to give in to the pleasure and let the vibrations take her over the edge, but she knew that she had to hold out for as long as she could. The girl was struggling as well, her body trembling and squirming in the tight webbing. She was clearly trying to resist the pleasure as well, but the vibrations were quickly breaking down her defenses. The spider woman watched them both with a sly smirk, clearly enjoying their predicament.

Soon enough, the vibrations became too much for the girl to resist, and she cried out in ecstasy as she came hard, her body shaking and spasming in her bonds. The spider woman laughed and waved her hand, causing the toys to grow even larger inside both women. "That's it, little one," she hissed. "You see Joanna? Young sluts like her will never match a true mature slut like you, they don't have the self control and discipline to endure me for as long as you can, the longer you endure the more fun it will be when you start to climax and to be fair I could leave you two for weeks, even months like this." she purred, and Joanna knew that she was right.

Joanna could hear the girl's moans and cries of pleasure even behind the gag, and she knew that the girl was experiencing the same intense sensations as herself. The vibrations of the dildos were overwhelming, and she could feel herself getting closer and closer to orgasm with each passing moment. As Joanna listened to the girl's sounds of pleasure, she could feel a wave of arousal wash over her, intensifying the sensations of the vibrations coursing through her body. It was clear that the spider woman's plan to use the dildos to torment them and prevent them from moving was effective, as both of them were now struggling to control their own bodies, writhing and moaning in their restraints as they were pleasured by the spider woman.

"That's it, moan for me, little ones," the spider woman purred, watching as Joanna and the girl struggled to stay quiet. "Let me hear just how much you're enjoying this." The sound of their gagged moans and groans filled the air, a symphony of pleasure and frustration that made the spider woman's grin grow even wider. She loved seeing her captives struggle like this, and the sound of their muffled cries only added to her satisfaction. The girl and Joanna were helpless to stop the spider woman as she continued to tease and torment them with her words and the vibrating dildos inside of them. Despite their best efforts, they couldn't help but moan and writhe in their restraints, their bodies betraying them as they fought to control their pleasure. And with each passing moment, it became harder and harder for them to resist the spider woman's twisted game, their bodies and minds slowly succumbing to the overwhelming sensations coursing through them.

"MMMMMMMMPH! MMMMMMPH!" Joanna's cries and moans of pleasure were muffled by her sticky gag, but they echoed throughout the room, mingling with the sounds of the other girl's struggles. The spider woman seemed to be particularly focused on Joanna's mouth, leaving her gag extra thick and sticky. Joanna could feel the gag pressing against her tongue and the roof of her mouth, making it difficult for her to make any noise at all. The spider woman seemed to revel in Joanna's discomfort, taking pleasure in her struggles to communicate even the most basic of sounds. The thick, sticky gag filling Joanna's mouth only added to her feelings of helplessness and vulnerability, making her feel like she was completely at the spider woman's mercy.

"I have to leave you for a bit," the spider woman announced, breaking Joanna's thoughts. "But don't worry, I'll be back soon enough. In the meantime, you can continue to enjoy my toys inside you," She smirked, and snapped her fingers. Joanna could feel the vibrations intensifying, and the toys seemed to be expanding ever so slightly inside of her. She whimpered at the sensation, knowing that it would only add to her torment. The spider woman turned to leave, but paused at the door. "Oh, and one more thing," she added, glancing over her shoulder at Joanna and the other girl. "The toys will speed up and expand at random intervals while I'm gone. Enjoy," she said with a wicked laugh. And with that, she was gone, leaving Joanna and the other girl to their torment.

***

Arachne was searching for new prey as she thought about the delicious fun she could have with the MILF and girl back in her lair, she couldn't wait to get back. But at the same time she wanted them to anticipate her return and what she would do to them with keen interest. As Arachne approached a high school, she watched carefully as students filed out after the school day had ended. Scanning the crowd, she noticed a beautiful girl with tan skin and long, dark hair. Without hesitation, Arachne changed her form to a human appearance, masking her true nature behind a convincing disguise: a gorgeous woman around the age of 40, with long white hair, an impressive pair of breasts, and a curvy, mature figure. To the unsuspecting high school students, she looked like an ordinary teacher or staff member.

Arachne approached the dark-haired girl and introduced herself as the new English teacher, Ms. Arachne. "Hello there," she purred, her voice warm and friendly. "I'm Ms. Arachne, and I'll be starting at this school next week. How about you help show me around?"

The dark-haired girl nodded hesitantly, blushing at the attention from the beautiful older woman. "I'm Nicole," she said. "I'd be happy to show you around."

As they walked around the school, Arachne mentally ran through different ways she wanted to take this girl. Nicole was clearly enamored with the disguised spider woman, blushing and stammering as they talked. She seemed like the perfect target for Arachne's unique appetites. And the best part was that Nicole had no idea what was in store for her. Nicole showed Arachne around the school, pointing out the different classrooms and offices. As they neared the end of their tour, Arachne spotted a secluded spot near the school's gardens.

"Thank you so much for your help, Nicole," Arachne said, her voice dripping with honeyed sweetness. "I have one more request, though. Could you assist me in finding something in this area?" Nicole nodded eagerly, still blushing. Arachne knew how to play the innocent and use her mature charm to lower the defenses of her prey.

"Of course, Ms. Arachne," she said. "I'd be happy to help. What exactly are you looking for?" Arachne smirked internally, knowing she had her now. Nicole had no idea what was coming, no idea of the web she was about to be caught in. "Oh, I'm sure you'll find it once we get there," Arachne replied, her voice practically a purr. "Come along now, my dear." And with that, she led Nicole towards the secluded area, her eyes gleaming with anticipation for what was to come.

The girl named Nicole looked around nervously as she followed her new teacher, Ms. Arachne, into the school basement. She couldn't help but feel a sense of unease as the darkness and silence engulfed them. As they descended the stairs, the air grew colder and the light dimmer. Nicole couldn't shake the feeling that something wasn't right, but she pushed the thought aside, reminding herself that she was with a teacher. Ms. Arachne led her deeper into the basement, weaving through a maze of corridors until they finally reached a hidden room. Nicole gasped as she saw the bizarre setup inside - an array of spider webs hung from the ceiling, filling the room with an eerie atmosphere. In the center of the room, Ms. Arachne turned to face Nicole, a sinister gleam in her eyes.

Nicole stood frozen, her mind racing as she tried to process what was happening. Ms. Arachne began to circle her, her movements lithe and predatory like a spider stalking its prey. "I hope you're not scared, my dear," Ms. Arachne purred, her voice low and sultry. "I merely wish to enjoy your company. We are going to have so much fun."

Nicole tried to protest, but the words caught in her throat. As Ms. Arachne closed in on her, she realized just how alone they were. She wanted to run, to scream, but it was too late - she was already trapped in the spider woman's web of seduction. Nicole's heart pounded in her chest, her breath caught in her throat as Ms. Arachne's lips crashed against her own. The kiss was fierce and insistent, leaving Nicole breathless and overwhelmed. And while she was kissing the girl she used her magic to activate her hidden mouth spinnerets and in an instant a thick web was quickly stuffed in the girls mouth and completely filled it. No one could hear the girl's muffled screams from this secluded area, the two of them were all alone. The she broke the kiss to allow the girl to breathe between her gagged screams.

"You have such a beautiful and big mouth," Ms. Arachne purred, running a finger along Nicole's cheek. "I bet you could take a good face fucking like no other."

Nicole's eyes widened with fear and confusion as Ms. Arachne continued to circle her, eyeing her like a piece of meat. She trembled, unsure of what to do as the spider woman's words sank in. The basement was filled with an eerie silence, broken only by the sound of her heartbeat.

"Don't worry, I'll be gentle," Ms. Arachne said, her voice dripping with false sincerity. "All you have to do is be a good little slut for your teacher." And with that she launched forward and grabbed Nicole and quickly wrapped her upper body in a web cocoon. She webbed up her arms, pinning them behind her back and leaving her breasts fully exposed. She then wrapped the girl's body tightly in webbing, securing her in place so she had no chance of escape. Nicole struggled against her binds, but the webbing held fast. As Ms. Arachne leaned in, her eyes dark with lust, Nicole tried to plead for mercy, but her words were lost behind the thick gag of web in her mouth, leaving her unable to do anything but scream and moan in desperation. "You won't be able to scream like that for long, my pretty little thing." Arachne said, as she weaved a patch of web and wrapped it around Nicole's head. The webbing clung tightly to her mouth and jaw, keeping the thick wad of web inside her mouth firmly in place, ensuring that she wouldn't be able to spit it out even if she tried.

"There we go, my cute little toy, all wrapped and gagged," Ms. Arachne said, her voice laced with excitement. The spider woman looked her prey over with a hungry gaze, savoring the sight of Nicole's helplessness. "Now your clothes, you have no need of those anymore, they'll only get in my way." And with that she snapped her fingers and instantly the girl's clothes turned into a dust and covered the floor. Ms. Arachne chuckled, enjoying the shocked look on Nicole's face. The layer of web around her skin was thin enough to show her nipples, which were quickly growing hard from the spider woman's words and actions.

"Now that's more like it, now your beauty is exposed for me to enjoy." Ms. Arachne said, as she slowly crawled around the girl, taking in every inch of her exposed body. Nicole's heart pounded in her chest as she stared at the spider woman, her eyes wide with fear and curiosity. As the spider woman ran her fingers along the thin layer of web around her skin, Nicole's breath caught in her throat, unable to resist the tingling sensations that the spider woman's touch ignited within her.

Ms. Arachne couldn't resist leaning in to caress Nicole's breast, marveling at how perfect they were. Nicole shuddered at the sensation, her body betraying her fear with the stirrings of arousal. "You're going to make a perfect little fuck toy," Ms. Arachne whispered, her voice heavy with desire. She continued to circle Nicole, taking in every inch of her young body with a hunger that threatened to consume her.

Nicole could feel her skin prickling with fear and a strange, unwanted excitement as the spider woman's fingers trailed over her curves. She struggled against her bonds, but the webbing only tightened around her, holding her fast. Ms. Arachne leaned in close, her breath hot against Nicole's ear as she whispered, "You can't escape me, little one." Nicole's heart pounded in her chest as she realized she was completely at the mercy of the spider woman's lustful desires. "As you can see, you won't be able to run away from me now," Ms. Arachne chuckled as she snapped her fingers one more time, causing the webs on the floor to move. They quickly covered Nicole's legs and feet, pulling them apart, then more webbing came from the walls and ceiling, wrapping around her limbs, suspending her in the air, leaving her fully immobile. The webs were strong and secure, but they didn't cut off her circulation, allowing her to feel the sensations of the spider woman's touch fully. Nicole was completely helpless now, hanging in the air before the spider woman, completely at her mercy.

"Tell me are you a virgin?~" the spider woman asked, her voice low and seductive.

"Mmph-mm," Nicole whimpered.

"It's a yes or no question, my little toy," the spider woman hissed.

"Mmmph!" Nicole whimpered, shaking her head as best she could.

"Well now that's a shame, but I'll make up for it," the spider woman said with a wicked smile. "I'll take great care of you. Now, to get you warmed up." She closed her eyes and concentrated, using her magical abilities to weave a tiny, magical toy. The toy, when activated, would press against her clit, sending waves of pleasure through her body. "Just a little something to get you in the mood," the spider woman said as she placed the magical toy against Nicole's clit.

At first, nothing happened, and Nicole thought maybe the spider woman had decided to spare her. But then she felt a tingling sensation, and the toy sprang to life, vibrating against her clit in a way that made her gasp. She tried to squirm away from the sensation, but the webbing held her firmly in place.

Then the spider woman closed her eyes and concentrated once more, this time weaving a slightly larger magical toy. The toy would expand and contract, while also vibrating slightly at various intensities. As the toy materialized in her hand, she inserted it into Nicole's pussy, causing the girl to moan. Then she snapped her fingers, activating the toy and causing it to start moving, vibrating and expanding and contracting inside of Nicole, sending waves of pleasure through her body.

"Mm... That's more like it," the spider woman purred as she watched Nicole squirming in her bonds. The girl's body was responding to the spider woman's manipulation of her magic, and the spider woman could tell she was enjoying it despite her best efforts to resist. "See, I told you I'd take care of you," she murmured. "Now let's see how you handle this..."

The spider woman weaved another toy with her magic, this time a vibrating and expanding magic buttplug. She placed it against Nicole's asshole and inserted it, then activated it with a snap of her fingers. Nicole could feel it vibrating and expanding, stimulating her in ways she'd never experienced before.

"MMM! Mmmmm!" Nicole moaned through her gag, her body responding to the relentless stimulation of her two holes and her clit. She could feel her arousal growing, despite her efforts to resist.

"How does it feel, being so helpless?" the spider woman whispered, her voice dripping with lust. "You're completely under my control now, and you can't do anything to resist."

Nicole whimpered, her body trembling from the toys' relentless assault on her pleasure centers. She wanted to scream, to beg for mercy, but the thick wad of web gagging her mouth made it impossible. Instead, she could only moan and whimper as the spider woman continued to play with her toys and manipulate her.

As the spider woman watched the two toys expand and vibrate inside Nicole, she couldn't help but feel a sense of pride. She weaved another patch of web and placed it over the magical toys, securing them in place, ensuring that they would continue to stimulate her for some time. "Now then, it's time for me to leave you like this alone, while I go gather some more prey to join you. Stay put, little toy. I'll be back later," she said with a sly grin. "Enjoy your alone time while I go find some company for you." And with that, she left Nicole alone in the room, the magic toys still expanding and vibrating inside her, while she couldn't help but climax and fill the toys with her juices.

***

Arachne transformed into her human form as she stood in the high school hallway, plotting her next move. "That was a nice warm up but that toy is only a fresh 18 year old, not very tasty. I want something...more."

"Well, well, well, what do we have here?" a seductive voice purred from behind her. Arachne spun around and saw another teacher, Ms. Vanessa, leaning against the wall with a sly smirk on her face. "You must be the new teacher, Ms. Arachne. I've heard all about you."

Arachne couldn't help but notice that Ms. Vanessa was quite the MILF herself. She was curvy, with ample breasts, and legs that seemed to go on for miles. "And what exactly have you heard?" she asked, her voice low and sultry.

"Oh, just that you're a bit of a vixen," Ms. Vanessa replied with a wink. "And I can see why. You're quite the temptress, aren't you?"

Arachne's smile widened. She could tell that Ms. Vanessa was interested in her, and she was more than willing to play along. "You have no idea," she replied, stepping closer to the other teacher. "And I see you're not so innocent yourself."

Ms. Vanessa laughed, a throaty, sensual sound that sent shivers down Arachne's spine. "I suppose I'm not," she agreed. "Trust me I have a pretty high sex drive, half of the girls from this school can confirm this."

Arachne arched an eyebrow, intrigued by Ms. Vanessa's words. "Oh really? A lesbian cougar teacher, you say?" she asked, her voice dripping with innuendo. "Well, I suppose we have that in common."

Ms. Vanessa's eyes sparkled with mischief as she stepped closer to Arachne, their bodies nearly touching. "I suppose we do," she murmured, her voice husky with desire. "Perhaps we can...explore that common ground."

Arachne quickly examined the woman's outfit, a button-down blouse stretched out around her tits, making them appear bigger. The last few buttons were unfastened, revealing a white lacy bra. Tight fitting yoga pants clung to her hips and highlighted her curves, and she had to marvel at Vanessa's long and toned legs. A pair of black pumps finished off the ensemble. Arachne licked her lips, she had a plan in store for this teacher.

"I would like that very much," Arachne replied, her voice barely above a whisper. "But tell me, Ms. Vanessa, do you have a craving for something in particular?" Ms. Vanessa's eyes darkened with lust as she moved even closer to Arachne, their bodies now pressed against each other. "What I crave," she whispered, her breath warm against Arachne's ear, "is the taste of another woman. The feel of soft skin against mine. The scent of arousal filling the air. And you, Arachne, you are exactly what I crave."

Arachne smirked, her own desire rising to meet Ms. Vanessa's. "And what about bondage? Do you enjoy being tied up and at the mercy of another?" she asked, her fingers tracing a lazy pattern on Ms. Vanessa's hip.

"Maybe I'm not the one who'll end up tied down," Ms. Vanessa replied, a sultry challenge in her voice.

Arachne knew there was no way that Vanessa could break through her webs and bonds, she could do what she wanted with this little cougar. But at the same time, she wanted to use this as her advantage. "Maybe we'll both find ourselves bound," she suggested, her voice low and husky. "But tell me, Ms. Vanessa, are you ready to explore that territory? Are you ready to surrender yourself to me completely?"

Ms. Vanessa bit her lip, her eyes alight with desire. She nodded slowly, giving Arachne the permission she needed. "I am. Just tell me where and when."

"We should probably go somewhere more private, don't you think?" Ms. Vanessa's eyes sparkled with excitement as she took Arachne by the hand and led her down the hall. Arachne followed, enjoying the thrill of their secret rendezvous and the anticipation of what was to come.

But little did Ms. Vanessa know that this encounter would end in a way that she never imagined. Arachne was not one to be underestimated, and she had something special in mind for the teacher. As they walked, Arachne kept her eyes on Ms. Vanessa's body, admiring the way she moved and the curves of her hips. She knew that this encounter would be one to remember. And she was going to make sure that Ms. Vanessa would never forget her, not even in a thousand years.

Ms. Vanessa led Arachne to a small, discreet storage room at the end of the hallway. The room was lined with boxes, shelves, and various supplies. Arachne looked around, admiring the quiet and secluded atmosphere. Vanessa smirked, her eyes glinting with mischief. "Don't worry, Arachne. No one comes here. We'll have plenty of time to...explore." As she spoke, Vanessa slowly peeled off her shirt, revealing her voluptuous body clad in her lacy bra.

Arachne watched as the cougar's breasts bounced free, the thin white lace only adding to her excitement. "Nice to see that you don't mind people calling you a cougar, Vanessa," Arachne purred, her eyes fixed on Vanessa's ample cleavage.

"I'm not one to shy away from labels," Vanessa replied, sauntering seductively towards Arachne. "Besides, what's wrong with being a predator, especially when the prey is so delicious?"

Arachne grinned, matching Vanessa's movements step for step. She knew that Vanessa thought she had the upper hand, but she also knew that she was about to prove her wrong. "Predators should be careful," Arachne said softly. "Sometimes the prey is not what it seems."

Vanessa laughed, dismissing Arachne's words as empty threats. "Don't worry, my dear, you won't have to do a thing. Just let me take care of you."

"You have no idea who you're dealing with," Arachne murmured, but Vanessa was already lost in her seductive game.

Vanessa's hands went to her waistband, her fingers slowly teasing the clasp of her yoga pants. Arachne watched, mesmerized, as the pants slid down, revealing Vanessa's matching white thong. She couldn't help but admire the cougar's toned legs and curves, and the way her breasts moved with each breath.

Vanessa grinned, seeing the desire in Arachne's eyes. "You like what you see?"

Arachne just nodded, her mouth suddenly dry with anticipation. But her mind was still working, plotting her next move. "Tell me, Vanessa," she said, her voice low and husky. "Have you ever been tied up and completely immobile?"

The thought of being completely bound and helpless sent a shiver down Vanessa's spine. She closed her eyes and imagined how it would feel, her body tense with excitement. "No, but I'm willing to try anything once."

Arachne smiled, her eyes glinting with a hint of something dark. "I promise, you will love it."

Vanessa laughed, still unaware of the spider woman's true intentions. "So, what do you want me to wear? Chains? Rope? Handcuffs?"

Arachne just shook her head, keeping her voice steady. "That would be way too predictable, I have something special just for you." Vanessa thought for a moment, trying to understand what Arachne had meant. She couldn't help but be intrigued, though her excitement and desire made it hard for her to think straight. "You're so mysterious," she breathed, running her hands up Arachne's arms. "It just makes me want you even more."

But before Vanessa could take the lead, Arachne took over, her movements swift and precise. With practiced ease, she started using her webbing to bind Vanessa's wrists and arms behind her back, immobilizing her without giving her a chance to escape.

"What are you doing?!" Vanessa cried, struggling against her bonds, but it was no use. Arachne continued to bind her tightly, using her webbing to wrap her from her wrists to her shoulders, rendering her arms and hands completely immobile inside the web armbinder. Then she moved on to web Vanessa's elbows, tightening the bonds and ensuring that she could never wriggle free. The web armbinder pulled Vanessa's arms back, forcing her to thrust her breasts out, making them look even more impressive.

Arachne surveyed her work, a wicked grin spreading across her face. "I told you I had something special in mind, and I always keep my promises."

As Arachne continued to web Vanessa's upper body, Vanessa continued to struggle, but it was useless. The armbinder was too strong for her to break free. Her breathing quickened, and she could feel her heart pounding in her chest. "Wh-what is this thing?!" she gasped, looking down at the material encasing her body.

"Oh, just a little something I came up with," Arachne replied, stepping back to admire her handiwork. "It's called an armbinder, and I think it suits you perfectly." Before Vanessa could protest, she started webbing Vanessa's legs starting from her thighs and in one moment her legs were enclosed in a weblegbinder that bound her legs together as tightly as the armbinder wrapped her upper body.

And finally, she finished the job by encasing Vanessa's torso and hips in a webbing corset, accentuating her curves even more.

"H-how...?" Vanessa whispered, her voice trembling. Arachne only smiled, her eyes sparkling with a mischievous glint. "How? Oh, my dear, I'm a spider woman. I have my ways." Vanessa's eyes widened as she realized the truth. "A spider woman?" she repeated, incredulous. "That's not possible!"

"Oh, but it is," Arachne said, reaching out to caress Vanessa's cheek. "And now you're mine to do with as I wish. You said you wanted to expeience something new, well congratulations now you will, Vanessa." Vanessa whimpered, realizing the danger she was in. But at the same time, her body betrayed her, responding to the spider woman's touch, aching for more. Arachne smiled, knowing that she had Vanessa exactly where she wanted her. "Yes, you'll be my little fucktoy. You should have paid better attention to who you were teasing with, Vanessa." she said with a smirk. "You're perfect for me, in more ways than one."

"B-but will you release me after we're finished?" Vanessa stammered, her voice barely above a whisper. Arachne shrugged, a sly grin spreading across her face. "Maybe, maybe not. We'll see. But don't worry, you'll enjoy every moment of it."

The spider woman smiled down at the bound Vanessa. "So now you can't escape me. My bonds are almost indestructible."

But then she saw Vanessa smirk in return. "You think I can't escape? I am a very resourceful woman, especially when it comes to situations like this." Vanessa tried to wiggle and twist her body, trying to find a weak spot in her bindings, but Arachne's webs held firm. Vanessa struggled and struggled, but it was no use. Finally, she realized that she was helpless, completely at Arachne's mercy. Arachne grinned and Vanessa finally understood that she had overestimated her own abilities. Her chest heaved with frustration, and she looked up at Arachne, defeated. Arachne smiled and cupped Vanessa's face. "Now do you understand your predicament? Do you realize just how helpless you are?"

Vanessa swallowed hard, her body trembling in a mixture of fear and excitement. "Yes... I understand."

"Good girl," Arachne said, her voice low and seductive. "Now, let's have some fun."

Arachne knew that Vanessa's predicament was obvious, her arms and legs encased in the armbinder and legbinder, her body wrapped tightly in the web corset. She couldn't move, couldn't escape. She was completely at Arachne's mercy. Vanessa was gasping for breath, her chest rising and falling rapidly. Her arms and legs were completely stuck, and she realized just how futile her struggle was.

"Oohh... so... tight..." she whimpered. "I can barely move."

Arachne grinned, watching Vanessa struggle. She knew that with each twist and turn, Vanessa was only getting more aroused. She could already see her nipples hardening and pressing against the silky material of her bra.

"We've barely started, Vanessa," Arachne said, her eyes glinting in the dim light of the room. She knew what she wanted to do next. She unbuttoned the bra, letting it drop to the floor. Vanessa's breasts were magnificent, and Arachne couldn't wait to wrap them in her own special brand of tightness. It would make Vanessa's heart race and her nipples harden even more, knowing that she was helpless in Arachne's clutches. Then she looked at the woman's thong and grinned, ripping it off with ease. With that, Vanessa was nude, her body completely exposed to Arachne's gaze. She could feel her inner slut ready for some wild fucking.

"Ahh... Vanessa, you're such a slut," Arachne chuckled as she surveyed the woman's naked body. She moved closer and leaned down to whisper in her ear, "Are you ready for what's next? This is only the beginning." Arachne smirked, knowing that Vanessa was so turned on by now that she was dripping wet. She gently brushed Vanessa's hard nipples, causing the woman to gasp.

"You're so sensitive, Vanessa. I love it." she purred. She wrapped her legs around Vanessa's waist, pressing their bodies together. She could feel Vanessa's breasts against her, and it only made her want more. She started kissing Vanessa's neck, nibbling and sucking at the soft skin. "Mmmm... you taste so good," Arachne whispered as she continued to tease and torment Vanessa.

"Please..." Vanessa whispered. "Just fuck me."

Arachne stopped kissing Vanessa and looked at her incredulously. "Excuse me? Who do you think you are to boss me around? I could leave you tied like this all day."

"I'm sorry," Vanessa said. "B-but I'm a nymphomaniac cougar who needs to be fucked, please."

"Well..." Arachne said, thinking for a moment. "I do have a use for a slutty girl like you in my collection." She quickly used her weaver's magic to make a magical dildo appear in her hand. "The question is: how big?" she said, looking at it.

The magical dildo glowed and began to grow larger, its shape changing and twisting in Arachne's hand. She could feel the energy coursing through the magical shaft as it expanded, and she grinned, watching Vanessa's reaction as she stared at the growing toy. "I think that should be big enough, don't you?" she asked, giving Vanessa a wicked smile.

"N-no, that's... too big..." Vanessa gasped, her eyes wide with disbelief at the huge, glowing dildo before her. "I'll split in half!" she exclaimed, trembling in the spider woman's grip. But Arachne just chuckled, her eyes glinting with mischief as she pressed the enormous head of the dildo against Vanessa's pussy, knowing full well that there was no way it would fit inside at its current size.

"Think you could fit this monster?" she whispered as she started to push the dildo in further. "Not yet!" she hissed, as Vanessa struggled and moaned, her pussy stretching around the impossibly wide shaft. "Slowly... slowly..." Arachne whispered, as Vanessa's pussy continued to strain around the gigantic dildo. With each passing moment, Vanessa's resistance lessened, and the dildo began to slide deeper inside of her. Arachne chuckled, her eyes sparkling with mischief as she watched Vanessa's pussy stretch to accommodate the massive toy. "Do you realize what's happening right now?" she asked, leaning in close to Vanessa's ear. "You're getting fucked by a massive dildo, and you're loving every moment of it. Can't you feel it, the sensation of being stretched to your limit?"

The dildo glowed more brightly, and with a loud squelch, it slid deeper into Vanessa's pussy, stretching her to the limit. "Oooh...soo...BIG!" Vanessa moaned, her voice laced with pain and pleasure as the massive dildo filled her completely, stretching her to the breaking point. Her eyes rolled back in her head as her body shook with the force of the penetration, her breasts trembling with the strain. The enormous dildo continued to slide deeper into Vanessa's pussy, stretching her beyond what she thought was possible. Finally, the dildo was fully sheathed inside her, the tip pressing against her cervix, and Arachne leaned back to admire her handiwork. "Now that's what I call a tight fit," she chuckled, watching Vanessa squirm and moan beneath her.

"F... F-fuck... fuck... I'm so... full..." Vanessa gasped out, her voice ragged with pleasure. She had never felt anything like this before, the massive dildo stretching her to her limit and filling her completely. Her pussy was on fire, stretched beyond belief and pulsing with pleasure. Her body was still trying to accept the intrusion, tightening and spasming around the giant shaft.

"And you know what? You still have your asshole remaining." Arachne murmured, enjoying the sight of Vanessa's tight pussy being stretched around the massive dildo. "I'll fill it up too."

Arachne used her magic to conjure up another magical dildo, and before Vanessa could react, it began to grow in size and girth. It was almost as massive as the one already inside her, and Arachne had a devious smile on her face. "You'll be a good little slut and accept this one too, right?" she whispered as she pressed it against Vanessa's tight ass. Vanessa whimpered as she felt the huge dildo pressing against her tightest hole, her body tensing up in anticipation of what was to come. She began to shake her head and opened her mouth to protest. "No... no... please... I can't take it... please..." she begged, her voice trembling with fear and pleasure.

"Oh, don't worry, little slut. You'll take it, you will love it, trust me" Arachne crooned, as she slowly pushed the dildo into Vanessa's tight asshole. The sheer size of it was almost too much for Vanessa, and her breath caught in her throat as the huge toy slowly inched its way deeper inside her. Arachne could see the strain in Vanessa's expression, and she relished the sight of her prey being completely under her control. "That's a good girl, just relax and take it all in. You're such a greedy slut, you love being filled with big cocks, don't you?" she murmured, as she pushed the dildo deeper and deeper into Vanessa's ass. Vanessa's eyes rolled back in her head, and she let out a long, drawn-out moan of pleasure and pain as the huge dildo continued to stretch her tight asshole. It was a struggle, but eventually both of her holes were filled with enormous dildos, and she felt like she was on the brink of passing out from the pleasure and pain.

"Mmmmmm.... both of your holes are so stretched out and full..." Arachne crooned, as she watched Vanessa squirm and moan in pleasure. "Your ass and your pussy are so stuffed that you can barely move, can't you?"

"I... I... oh... fuck..." Vanessa moaned, her voice breaking with pleasure and pain as the huge dildos filled her completely. She felt like she was being split in two, but at the same time, she was loving every moment of it. "Yes, they're so full...I'm so full," she gasped out.

"How do you feel now, little slut? With your holes so full... so stuffed... so stretched out..." Arachne cooed, her voice dripping with lust as she admired her handiwork. Vanessa could only whimper and moan in response, the feeling of being stuffed to the brink leaving her speechless. Her arms strained against their bindings, her muscles quivering as she tried to move, but she could barely shift in her bonds, the dildos holding her in place like a helpless toy. "You love being my toy, don't you? Letting me use your tight little holes for my amusement?" Arachne whispered, her voice low and seductive, as she ran her fingers over Vanessa's stretched-out holes.

"Y-yes..." Vanessa whimpered, unable to deny the truth of Arachne's words. She felt completely at the spider woman's mercy, and she knew she would do anything to please her. Arachne chuckled, pleased with Vanessa's response.

"Now your clit, it's all alone, how rude of me," she said, feigning concern. "Let's fix that, shall we?" With a wave of her hand, a third magical toy materialized in her palm, a vibrating and pulsing device that she snapped onto Vanessa's clit. As soon as the toy made contact with Vanessa's sensitive nub, it coiled itself around, keeping the vibrations right on her clit and ensuring that she couldn't escape the intense pleasure, which made Vanessa gasp, her eyes widening with surprise, "Oh god!" she cried, bucking her hips as the vibrations pulsed through her, and adding to the overwhelming sensations of the dildos already inside her.

"Now, for the grand finale," Arachne said, her voice low and seductive as she leaned in to whisper in Vanessa's ear. "I'll make these dildos vibrate and pulse like nothing you've ever experienced before. And then, I'll bind you even tighter and tighter, so tight that you can barely move. You'll be completely immobile, unable to escape or resist the vibrations within you as your pleasure reaches its peak. And when you do cum, it will be explosive, and I'll continue the torture until you beg for mercy."

And with that Arachne snapped her fingers, activating the magic toys inside Vanessa and her clit, setting them into motion and sending vibrations and pulsations throughout her entire body. The dildos began to vibrate and pulse inside her, sending waves of pleasure coursing through her entire body. Vanessa could feel her muscles tense and relax with each pulse, her body writhing in pleasure.

Then Arachne began to bind Vanessa even tighter, adding another layer of bondage to her already tight wrappings. The new bindings constricted around her arms, and chest, pushing her breasts upward and outward, making them stand out prominently. Additional bindings wrapped around her hips, forcing her legs even further together, and her knees, calves, and ankles were bound together in a single thick layer of webbing that made them immovable. The new bonds constricted around Vanessa's body, making her unable to move an inch. As the dildos continued to pulse and vibrate inside her, she could feel herself getting closer and closer to a powerful orgasm, her body quivering with the need for release, but unable to escape from the powerful vibrations that were tormenting her.

Vanessa could only moan and whimper as the powerful vibrations and pulsations tormented her, her body writhing in pleasure. Her eyes closed in ecstasy as she felt herself getting closer and closer to a mind-blowing orgasm. "Yes... yes... oooohhhh yes..." she moaned, her voice barely audible over the sound of the toys buzzing within her, her breasts and nipples standing out prominently as the new bindings constricted around them.

"Ready for a gag?~" Arachne asked, her voice low and seductive as she leaned over Vanessa.

"Please... mmmmmpppphhh" Vanessa moaned, but Arachne just laughed as she filled her mouth with another thick wad of web, and then wrapped her entire head in a tight hood, leaving only her nose uncovered.

Arachne couldn't help but grin as she tightened the new restraints around Vanessa, the dildos continuing to pulse and vibrate inside her. As Vanessa struggled against her new restraints, Arachne leaned in and placed her lips on the hood covering Vanessa's ear to whisper in her ear. "Can you feel it? The pleasure building inside you, overwhelming you? Is this what you imagined when you thought of being bound and helpless?" she breathed, her voice low and sultry. She could feel Vanessa's body trembling beneath her, and she grinned. "You're helpless now, completely under my control. And you're going to cum for me, again and again, until I'm satisfied."

Arachne's words sent a shiver down Vanessa's spine, and she moaned around the gag, her eyes squeezed shut as the vibrations and pulsations intensified. She couldn't move, couldn't escape, couldn't do anything but submit to the pleasure that Arachne was forcing upon her. Her body was on fire, and she could feel her climax approaching rapidly. Her muffled moans filled the storage room as the dildos vibrated and pulsed inside her, her muscles straining against her bonds.

Then, as the vibrations reached their peak, Vanessa exploded, her body arching against her restraints as her orgasm crashed over her. Her pussy was gushing juices and her ass was squeezing the dildo while her clit was burning from the overwhelming stimulation. Her body twitched and spasmed, her muscles contracting with each wave of pleasure that washed over her, her eyes rolling back in her head as her climax ripped through her. Her breasts were bouncing and moving under the tightly stretched web, her nipples swollen and hard.

Arachne watched as Vanessa continued to writhe and thrash, her orgasm showing no signs of slowing down, her gagged moans becoming even louder. The vibrations and pulsations continued to torment her, the dildos in her pussy and ass sending waves of pleasure coursing through her body, the magic toy on her clit keeping the sensation burning, unending. Arachne laughed as she watched Vanessa's body convulse, the pleasure overwhelming her. "Yes, that's it, your orgasm is just getting started. You see, these toys are magical, and they can make your orgasm last as long as I want it to. And I have no intention of stopping them anytime soon. You're going to be screaming in pleasure for hours, my dear."

Vanessa couldn't believe what Arachne was saying. How could her orgasm last for hours? It didn't seem possible, and yet she could feel the dildos inside her and the toy on her clit keeping her over the edge. Her muffled whimpers turned into a constant scream of pleasure as her orgasm showed no signs of slowing down.

"I'll keep you like this for the rest of the day, and perhaps tomorrow, too. Who knows?" the spider woman mused as she leaned against the doorframe, admiring her handiwork. And that was when Vanessa finally understood. That was when she finally realized that she was stuck as a fucktoy for Arachne, forever.

"Now my other prey definitely wants a company, I'll show you who else I caught~." Arachne said, and she started to drag the mummified Vanessa through the room to one of her secret places.

As they moved through the hallways of the school, Vanessa couldn't see anything, but she could feel the rough handling as she was dragged along like a piece of meat. She couldn't believe that her fate had come down to this, being used as a helpless sex toy for a spider woman who was practically keeping her as a slave. And yet, a part of her felt a strange sense of pleasure in being so completely dominated and controlled.

When they finally reached Arachne's secret place, Vanessa felt herself being positioned upright and then left to hang in mid-air. She could feel the dildos still vibrating and pulsating inside her, and she couldn't help but moan in pleasure despite her predicament.

Then, she heard a familiar whimper, and she realized that Nicole, her favorite little prey was also in the room with her. She couldn't see her, but she could hear her moans as they filled the room. And that's when Vanessa realized that she was just one of Arachne's many toys, a plaything for the spider woman to use whenever she pleased. She felt a mixture of emotions - fear, humiliation, and a strange sense of satisfaction. But she also understood that there was no escape - she belonged to Arachne now, forever. At this moment, Vanessa's mind finally slipped and her instincts took over completely. She was now nothing more than a toy for Arachne to use as she pleased and Vanessa knew that she would never escape. She would be under the spider woman's control, forever.